DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION AND …CONSOLIDATED FINANCIALS In accordance with...

1

DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members,

The Directors of your Company hereby present the Twenty Fourth Annual Report together with the Company’s audited

accounts for the financial year ended 31st March 2018. The Management Discussion and Analysis is also incorporated

into this report.

STATE OF COMPANY’S AFFAIRS

BUSINESS OPERATIONS

Overview

Your Company is the largest retailer for brand Nike in India. Your Company also manufactures footwear such as sports

shoes and thongs for international brands namely Nike, PUMA, Asics and Lotto. Presently, your company has five

manufacturing facilities including M/s Shree Shoes, a partnership firm, where SSIPL holds 99% of shares with a total

production capacity of 4.89 million pairs of footwear and thongs per annum.

We also retail various international and domestic brands through multi-brand concept stores of SSIPL Lifestyle Private

Limited (“SSIPL LS”), our wholly owned subsidiary, viz. Sports Station, ShoeTree and Value Station. Sports Station

retails for Puma, Nike, Adidas, Reebok, Asics, Lotto, Converse, Skechers, Crocs, Speedo and Mmojah etc and

ShoeTree retails various casual footwear brands, including Clarks, Puma, Carlton London and Cobblerz. SSIPL LS is

also an exclusive distributor of Nike Accessories in India.

In the Financial year 2017-18, TR Capital III Mauritius, a private equity fund based in Mauritius invested in the company

by acquiring 1,409,902 equity shares i.e., 14.05% stake of the Company’s paid up equity share capital from the existing

shareholders of the Company except promoters and their groups.

As on March 31, 2018, SSIPL Group operates 263 Exclusive Brand Outlets (“EBOs”) for Nike, Levi’s, Lotto, United

Colors of Benetton, Clarks, and Mmojah, 76 Multi Brand Outlets (“MBOs”) in the name of Sports Station and 12 concept

stores in the name of Shoe Tree & Value Station.

2

FINANCIAL PERFORMANCE

Rs. In lacs)

Particulars Consolidated Standalone

For the year

ended 31-03-18

For the year ended

31-03-17

For the year

ended 31-03-18

For the year ended

31-03-17

Total Income From Operation 83,402.38 86,907.96 55,029.63 58,810.39

PBDIT 6,374.71 3,788.11 4,525.39 3964.71

Depreciation 2,377.96 2,493.47 1,740.92 1,716.71

Profit after Depreciation

before Interest and tax 3,996.75 1,294.64 2,784.47 2248.00

Financial Exp./ Interest 2,178.44 2,299.83 1,344.19 1,332.22

Profit before Tax 1,818.31 -573.86 1,440.28 915.78

Extraordinary Item 0.00 -431.32 0.00 -431.32

Profit before Tax after

Extraordinary Items 1,818.31 -1,005.19 1,440.28 484.46

Provision for Tax and

Deferred Tax 621.77 -135.56 487.28 174.75

Net Profit/ (Loss) for the year

( before Minority) 1,196.54 -869.63 953.00 309.72

Accumulated Profit carried

to Balance sheet 1,190.56 -871.11 953.00 309.72

PERFORMANCE OVERVIEW Consolidated Gross sales witnesses’ de growth of 4.03% to Rs. 83,402.38 lacs from Rs. 86,907.96 lacs in previous year. Standalone Gross sales witnesses de-growth of 6.43% to Rs. 55,029.63 lacs from Rs. 58,810.39 lacs in previous year.

OPERATING PROFIT Consolidated Operating profit has increase by 209% to Rs. 3,996.75 lacs from Rs. 1,294.64 lacs in previous year. Standalone Operating profit has increase by 53% to Rs. 2,784.47 lacs from Rs. 1,816.68 lacs in previous year. PROFIT AFTER TAX

The Company has achieved consolidated Profit/Loss after tax of Rs. 1,196.54 lacs as against Rs. (869.63) lacs in the last year, thereby recording increase of 238 % over the last year. The Company has achieved standalone profit after tax of Rs.953 lacs as against Rs. 309.72 lacs in the last year, thereby recording a growth of 208% over the last year.

3

DIVIDEND

In terms of the dividend policy of the company, no dividend has been recommended for the financial year 2017-18.

TRANSFER TO RESERVE

“The Company proposes to transfer NIL amount to the general reserves out of the amount available for appropriation.

CREDIT RATING

The Company’s financial discipline and prudence is reflected in the latest credit rating of A- ascribed by rating agency

ICRAand CRISIL for long term loans valid till 31st March 2018. The current credit rating is being evaluated by rating

agencies.

SHARE CAPITAL

The paid-up Share Capital as on March 31, 2018 was Rs. 100,315,860 comprising of 10,031,586 equity shares of Rs.

10/- each. During the year under review, no changes have taken place with regard to the share capital.

ESOS, 2014

Pursuant to ESOS, 2014, the company has granted 76,000 options to the eligible employees of the Company and its subsidiary (ies) on 10th February 2015 which were to be exercised in two tranches in the year 2016 and 2017. 38000 options got vested on 10th February 2017; however, none were exercised by eligible employees of the company and its subsidiaries. There are NIL option vested and exercisable as on 31st March 2018

CONSOLIDATED FINANCIALS

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements

of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the

salient features of the financial statement of our subsidiaries in the prescribed form at AOC-1 is attached as “Annexure

– F” to the Board's report. The statement also provides the details of performance, financial positions of each of the

subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the

consolidated financial statements and related information of the Company and audited accounts of each of its

subsidiaries, are available on the Company’s website at the link – http://www.ssiplgroup.com/investor-relation/financial-

results.php

SSIPL LIFESTYLE PRIVATE LIMITED

http://www.ssiplgroup.com/investor-relation/financial-results.php

http://www.ssiplgroup.com/investor-relation/financial-results.php

4

SSIPL Lifestyle Private Limited (“SSIPL LS”), the wholly owned subsidiary of the Company engaged in the business of

retailing and distribution of footwear, apparels and accessories including fitness equipment’s witnessed Net Revenue

of Rs. 32,377 lacs against Rs. 30,382 Lac during the last financial year on standalone basis. The subsidiary has

reported Rs. 223.25 lacs PAT against Rs. (1,132.28) lac in previous year.

SHUBH FOOTWEAR PRODUCTS PRIVATE LIMITED

Shubh Footwear Products Private Limited (“Shubh”), the step down subsidiary of the company engaged in the

development and distribution of private labels witnessed Net Revenue of Rs. 276 lac against Rs. (61) lac during the

last financial year. The step- down subsidiary has reported PAT of Rs. 20 lac against Rs. (0.80) lac in previous year.

SHREE SHOES, PARTNERSHIP FIRM

Shree Shoes, a partnership firm engaged in the manufacturing of sports footwear wherein our company is a 99%

partner, had witnessed Net Revenue of Rs. 8,912 lac against Rs.10,486 lac during the last financial year. The firm has

reported PAT of Rs. 56.87 lacs against Rs. 147.44 lacs in previous year. Currently Shree shoes manufactures shoes

and thongs for Brand Pumapursuant to the Contract Manufacturing Agreement entered with the Brand. Besides it is

also manufacturing shoes/ shoes uppers/ shoes lowers for SSIPL Retail and SSIPL Lifestyle.

EXTRACTSFROM THE ANNUAL RETURN

Pursuant to Section 134(3) (a) read with Rule 12 of Companies (Management and Administration) Rules, 2014, the

details forming part of extractsfrom the Annual Return in form MGT- 9 is annexed herewith as “Annexure A”.

FEMA COMPLIANCES

Pursuant to the RBI notification No. RBI/2013-14/117 dated July 04, 2013 your Company has duly obtained a certificate

from our Statutory Auditors M/s S.N. Dhawan & Co. LLP. The statutory auditors have certified that the company is in

compliance with the regulations as regards downstream investment and other FEMA provisions as applicable on your

Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors

make the following statement in terms of Section 134(3)(c) and (5) of the Companies Act, 2013:-

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanation relating to material departures.

II. the directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of

the Company at the end of the financial year and of the profit of the Company for that period.

III. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing

and detecting fraud and other irregularities.

5

IV. the annual accounts for the financial year ended 31st March 2018 on a `going concern basis’.

V. that the Directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively.

VI. that the Directors had devised proper systems to ensure compliance with the provisions of all the applicable

laws and that such systems were adequate and operating effectively.

PARTICULARS OF THE LOAN/ GUARANTEES OR INVESTMENTS

The full particulars of the loans given, investments made, guarantees or security provided – and the purpose for which

the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act – can be

found in the notes to the Financial Statements

PARTICULARS OF RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered between the Company, Directors, management,

or their relatives except for those disclosed in the financial statements. During the year under review, the Company

had not entered into any contract / arrangement / transaction with related parties which could be considered material

in accordance with the policy of the Company on materiality of related party transactions. All the

contracts/arrangements/transactions entered into by the Company with the related parties during the financial year

2017-18 were in the ordinary course of business and on an arm’s length basis. Accordingly, particulars of contracts or

arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract

or arrangement in Form AOC-2 does form a part of this report as Annexure B. All related party transactions are

mentioned in the note to the Financial Statements. Omnibus approval is obtained for the transactions which are

foreseen and repetitive in nature.A statement giving details of all Related Party Transactions are placed before the

Audit Committee for review on a quarterly basis.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments that occurred subsequent to the end of the financial year till the date

of this report, which affects the financial position of the Company:-

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of our company during the year.

HUMAN RESOURCE MANAGEMENT & DEVELOPMENT

SSIPL continues to introspect and strengthen its core competencies by redefining its Values and Vision. People

development continues to be a key focus area and to have a sustained learning environment, the employees are being

coached and empowered to coach others. Reaffirming a strong belief in inclusion and equality and a zero tolerance on

6

harassment, customised workshops and focused discussions are being conducted. To create a leadership pipeline

across the system, assessments are being conducted to have fair and transparent performance evaluation. Infusion of

technology in the learning space is helping the Company to maximise knowledge percolation, enable speedy coverage

of information and monitor & address learning requirements of the employees. The team has been striving to

continuously improve work culture, employee engagement, maintain competitive employee cost, productivity to be the

best-in-class organisation. The Human resource department enables the smooth functioning of organization by

strategizing policies and procedures and making employees adhere to the set SOP amicably.

The prime objective of HRD is to ensure top class talent in the organization by recruiting right manpower and deploying

at the right place. Employee engagement programs are organized on regular basis to motivate employees and to

maintain individual connect with them. Employee life cycle is being maintained through automated system to ease and

simplify the process & better time management. HR takes care of Performance Management and annual appraisal

through automated tools for all the employees by reviewing their talent, contribution to the organization and reward

them through career progression and indicates their area of improvements. At our manufacturing units, we ensure

basic requirement of safety, health and welfare of workers pertaining to statutory norms.

The details of our employees working in the retail and the manufacturing are as follows:

Segment March 31, 2018

Retail

Front-end 1518

Back-end 267

Manufacturing

White Collar 390

Blue Collar 3242

TRAINING

Training and development allows employees to acquire new skills, sharpen existing ones, amplify strengths, perform

better, increase productivity and be better leaders. Training helps to tackle shortcomings of individual & helps

employees iron them out. From increasing people stability to flexibility, from heightening morale to reduced supervision

it helps an individual to grow in less time towards right direction. What employee achieves individually is of big

importance in an organization. We need to ensure that employees perform at their peak and wherever require we

support them through this channel.

As an organization, we have a combined set of training programs to address professional, technical and soft skill

needs & building and strongly advocate a “blended” approach to learning such as on job learning, workshops, projects

and courses. Training not only helps an employee to perform better but also focuses on to grow people internally by

helping them through various modes & ensure that the best talent is retained. Training modules vary as per the need.

Right from induction /on boarding to skill development at every level, we focus on both technical and softer aspects

to develop an individual and strengthen on his/her existing skills and develop new ones as well. Our overall

7

Department focuses on various development interventions. These trainings vary from class room workshops to on job

training & coaching and sometimes even e-learning.

Training, in fact, is the cornerstone of effective management as it makes employees more efficient and productive,

eventually leading to organizational growth.

INFORMATION TECHNOLOGY (IT)

We believe that IT is a powerful tool in operating our business and have accordingly created a robust IT system,

network and processes. With AX Retail 2012 R3 as the point of sale software for front end operations and Microsoft

Dynamics Axapta 2012 R3 Enterprise Resource Planning (ERP) for the backend operations, we have a fully integrated

real-time platform for managing the complexities of our business. The complete manufacturing business of the

Company is also migrated to the Microsoft Ax platform. This makes the complete business of the Company on common

ERP platform which is Microsoft Ax. Now the process of migrating to the latest version of Microsoft Ax on cloud, D 365

is in process.

Apart from the managing inventories, discounts and sales data, we also have integrated various other modules such

as Employee Discount Management System (EDMS), Performance Management System (PMS), customer

relationship management, Gift Vouchers and Gift Card application, Business Intelligence Tool, and HRMS.

The Company has successfully implemented universal gift card system which means the issuance and redemption of

Gift Cards across multiple Franchisees.

We have also launched our Omni-channel application in some of our Nike and Sports Station stores in the form of

tablet shopping with complete integration with AXAPTA which provides for a seamless shopping experience for our

customers providing them the convenience of online shopping in the stores itself, by allowing the consumers to browse

product by category/occasion, create looks. Have also successfully implemented POS billing through tablets which will

help us remove the cash-desk space and add more space for sales..

INDIAN RETAIL OVERVIEW

The Indian retail industry has emerged as one of the most dynamic and fast-paced industries due to the entry of several

new players. It accounts for over 10 per cent of the country’s Gross Domestic Product (GDP) and around 8 per cent of

the employment. India is the world’s fifth-largest global destination in the retail space.

Indian Retail Industry has immense potential as India has the second largest population with affluent middle class,

rapid urbanisation and solid growth of internet.

Market Size

India’s retail market is expected to increase by 60 per cent to reach US$ 1.1 trillion by 2020, on the back of factors like

rising incomes and lifestyle changes by middle class and increased digital connectivity. While the overall retail market

is expected to grow at 12 per cent per annum, modern trade would expand twice as fast at 20 per cent per annum and

traditional trade at 10 per cent#. Indian retail market is divided into “Organised Retail Market” which is valued at $60

billion which is only 9 per cent of the total sector and “Unorganised Retail Market constitutes the rest 91 per cent of the

sector.

8

India’s Business to Business (B2B) e-commerce market is expected to reach US$ 700 billion by 2020.Online retail is

expected to be at par with the physical stores in the next five years and has grown 23 per cent to $17.8 billion in 2017.

India’s total potential of Business to Consumer (B2C) is estimated to be US$ 26 billion, of which $3 billion can be

achieved in the next three years from 16 product categories, according to a study by Federation of Indian Chambers

of Commerce and Industry (FICCI) and Indian Institute of Foreign Trade (IIFT).

India has replaced China as the most promising markets for retail expansion, supported by expanding economy,

coupled with booming consumption rates, urbanizing population and growing middle class.

India is expected to become the world’s fastest growing e-commerce market, driven by robust investment in the sector

and rapid increase in the number of internet users. Various agencies have high expectations about growth of Indian e-

commerce markets. Indian e-commerce sales are expected to reach US$ 120 billion! by 2020 from US$ 30 billion in

FY2016.Further, India's e-commerce market is expected to reach US$ 220 billion in terms of gross merchandise value

(GMV) and 530 million shoppers by 2025, led by faster speeds on reliable telecom networks, faster adoption of online

services and better variety as well as convenience.

India’s direct selling industry is expected to reach Rs 159.3 billion (US$ 2.5 billion) by 2021, if provided with a conducive

environment through reforms and regulation. Indian exports of locally made retail and lifestyle products grew at a CAGR

of 10 per cent from 2013 to 2016.

India is expected to become the world's third-largest consumer economy, reaching US$ 400 billion in consumption by

2025.

Luxury market of India is expected to grow to US$ 30 billion by the end of 2018 from US$ 23.8 billion 2017 supported

by growing exposure of international brands amongst Indian youth and higher purchasing power of the upper class in

tier 2 and 3 cities, according to Assocham.

The size of modern retail in India is expected to double to Rs 171,800 crore (US$ 25.7 billion) from Rs 87,100 crore

(US$ 13 billion) in three years driven by omni-channel retail.

Investment Scenario

The Indian retail trading has received Foreign Direct Investment (FDI) equity inflows totalling US$1.09 billion during

April 2000–September 2017, according to the Department of Industrial Policies and Promotion (DIPP).

With the rising need for consumer goods in different sectors including consumer electronics and home appliances,

many companies have invested in the Indian retail space in the past few months.

Department of Industrial Policy and Promotion (DIPP) approved three foreign direct investments (FDI),

Mountain Trail Food, Kohler India Corporation, and Merlin Entertainments India in the single brand retail sector

and two FDI proposals of over Rs 400 Crore (US$ 62.45 million) within the retail sector.

9

With 2017 being a successful year for herbal-ayurvedic brands, new Indian organic labels in hair care,

cosmetics, food and apparel are belting up to carve an organic niche in the growing herbal segment.

Investments by private equity firms in Indian retail sector reached US$ 200 million in the first half of 2017, with

seven new global brands entering India during the period.

Government Initiatives

The Government of India has taken various initiatives to improve the retail industry in India. Some of them are listed

below:

The Government of India may change the Foreign Direct Investment (FDI) rules in food processing, in a bid

to permit e-commerce companies and foreign retailers to sell Made in India consumer products.

Government of India has allowed 100 per cent Foreign Direct Investment (FDI) in online retail of goods and

services through the automatic route, thereby providing clarity on the existing businesses of e-commerce

companies operating in India.

Road Ahead

E-commerce is expanding steadily in the country. Customers have the ever increasing choice of products at the lowest

rates. E-commerce is probably creating the biggest revolution in the retail industry, and this trend would continue in the

years to come. Retailers should leverage the digital retail channels (e-commerce), which would enable them to spend

less money on real estate while reaching out to more customers in tier-2 and tier-3 cities.

Both organized and unorganized retail companies have to work together to ensure better prospects for the overall retail

industry, while generating new benefits for their customers.

Nevertheless, the long-term outlook for the industry is positive, supported by rising incomes, favorable demographics,

entry of foreign players, and increasing urbanization.

INDIAN FOOTWEAR INDUSTRY: A PERSPECTIVE

Footwear has evolved from being just a mere necessity as a protection for your feet to an important accessory that ups

your fashion game right away. According to Business wire, India is the second largest global producer of footwear after

China, accounting for 9 percent of the annual global production of 22 billion pairs. Presently about 90 percent of the

footwear produce in the country is consumed by the domestic market and the rest is exported. The growing Indian

fashion and lifestyle market has given an impetus to the footwear industry as well.

Market Scenario

Footwear industry in India is very optimistic right now with growing awareness about the latest trends and

consciousness among consumers. This industry has seen a tremendous growth in the last few years. The demand for

10

footwear products in India is increasing with each passing day. Indian footwear industry is approximately between

Rs.30,000 crores to Rs.40,000 crores. And this can grow up to 100 percent by next 5 years provided the right policies

and tax structure. This market is shared between organized and unorganized segment. The organized segment caters

to about one third of the market while unorganized players fetch the remaining 70- 75 percent market which essentially

falls under micro, mini, small and medium enterprises. With the rising disposable incomes of the customers, India’s

domestic footwear market is booming. Rising incomes, advent of globalization, improved employment and living

standards in the country has led to the expansion in the size of this market. Also, consumer’s increased exposure to

plastic money and imposition of GST is going to provide more organized retailing and trade transparency in long term.

Government of India has already commenced the “Make in India” campaign which has been proving beneficial in

boosting manufacturing in India. Secondly, due to the ever increasing internet penetration and adoption of internet and

the overall ecosystem for e-commerce falling in place, the last decade has been the best for this industry.

Evolving Shopping Behavior

Instant awareness and aspirations for the latest global trends with the advent of technology has resulted in frequent

shopping behavior of consumers. Demand for footwear is expected to remain strong over the forecast period. The

category is anticipated to register a retail value CAGR of 7 percent at constant prices, with sales reaching Rs.778 billion

in 2021. The way consumers are spending their money on various items has changed in recent years. With the ever-

increasing penetration of internet and social media, the purchasing behavior of Indian consumers has changed

dramatically. Urbanization is taking place in India at a dramatic pace and is influencing the life style and buying behavior

of the consumers. The factors that affect buying behavior and draw customers to the shopping centers include space,

ambiance and convenience and moreover an array of choice under one roof. The growth of integrated shopping malls,

retail chains and multi-brand outlets is evidence of consumer behavior being favorable to the growing organized

segment of the business in the metros. Also, global fashion and lifestyle brands have suddenly started betting big on

small cities of India. Also, footwear now is an integral part of the outfit. It can make or break an outfit. The consumer in

the present era is no longer the same simple, subtle and single- minded consumer he used to be a decade ago. Now,

they prefer having a variety of footwear options. The consumer has become more technological savvy, extensively

prone to digital marketing and practices, fashion conscious, demanding the latest trends and contemporary styles and

voguish in a certain manner. The growing footwear segment along with the rising brand consciousness, rising

discretionary incomes which consequentially leads to higher propensity to buy along with rising fashion consciousness

and increasing share of organized footwear market led to an enormous growth in footwear consumption.

Growing Opportunities

Indian market, especially the footwear market, has a lot of scope. The Indian footwear industry is gearing up to leverage

its strengths towards maximizing benefits. Resource strength of India in the form of materials and skilled manpower is

a comparative advantage for the country, among other things. The increasing significance of footwear is leading to an

upsurge in the demand of footwear day by day which is further leading to higher growth prospects of footwear industry.

The easy availability of varied styles is also increasing brand loyalty amongst the customers. The advent of such huge

varieties of footwear is growing the potential of footwear industry even in tier-II and tier-III cities as the people are

becoming more and more brand centric in these cities as well.

Challenges Ahead

11

While the footwear industry is set for an exponential growth in the times to come, there are many challenges that are

continuously erecting roadblocks in the process. The industry is already working towards consolidating the growth.

This has seen technology being the key element in making things possible to enhance growth. Many institutes have

blossomed to provide retail professionals to the industry which will help in the long run. The government initiatives to

taper down the real estate demands and make the pricing more pragmatic will also give a boost to the retail industry

and push it to a higher growth path. Apart from these, counterfeiting is another big challenge for the organized footwear

industry. Organized sector is something we cannot avoid because it’s the bigger chunk of the market. But the real

problem lies in stopping the counterfeit products; it’s easy to sell fake shoes for the unorganized retailers but that

ultimately hampers the brand image as consumers start associating the quality and performance of a fake product to

the brand. We try to curtail that through legal processes where we conduct raids, seize counterfeits and apply to some

suit in the court, etc. But that still possess as a big challenge for us, especially in a country like India where we don’t

have too many laws against counterfeit.

The Way Forward

Going forward, with expansion in retail sector and technological advancements, footwear market is amongst the fastest

emerging sectors in the fashion industry. The demand for footwear products in India is to expand in the coming years

as the customers do not compromise both with comfort and style.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,

2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

are annexed to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the

aforesaid information is being sent to the members of the Company. The said information is available for inspection at

the registered office of the Company during business hours on working days upto the date of ensuing Annual General

Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will

be furnished on request. The Annual Report including the aforesaid information is also available on the Company’s

website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the period under review, no significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and Company’s operations in the future.

INTERNAL FINANCIAL CONTROL AND ITSADEQUACY

The Company has laid down internal control systems which are aimed at providing assurance on the company’s

effectiveness and efficiency of operations, compliance with laws and regulations, safeguarding of assets and reliability

of financial and management reporting. Company is staffed with experienced and qualified people who play an

important role in designing, implementing, maintaining and monitoring the internal control environment. An internal

12

audit team performs periodic internal audits to provide reasonable assurance over internal control effectiveness and

advice on industry wide best practices.

In opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were operating effectively

as at 31stMarch 2018, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

The Audit committee consisting of independent director’s review important issues raised by the Internal and Statutory

auditors thereby ensuring that the risk is mitigated appropriately with appropriate rectification measures on a periodic

basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Power) Rules, 2014, the

Company has established a vigil mechanism and adopted a whistle blower policy, pursuant to which whistle blowers

can report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct

or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use this

mechanism. In compliance with the provisions of Section 177(10) of the Act, the brief detail about this mechanism may

be accessed on the Company’s website at the link http://www.ssiplgroup.com/investor-relation/vigil-mechanism.php

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company believes in providing a safe and harassment free workplace for every individual working in SSIPL

premises through various interventions and practices. The Company always endeavors to create and provide an

environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy for prevention of sexual harassment at work place and is fully committed to comply

with its various provisions. The policy inter-alia provides for protection against sexual harassment of women at

workplace and for prevention and redressal of such complaints. The Sexual Harassment Policy may be accessed on

the Company’s website at the link http://www.ssiplgroup.com/investor-relation/sexual-harrasment.php

The company has populated the sensitization of this Act as an integral part of Induction Program. Also, the manual and

digital trainings are in place to educate the employees on regular intervals. During the year under review, no complaints

were received in this regard.

The Company has filed annual return for the calendar year 2017, to the District officer under the provisions of Section

11 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

http://www.ssiplgroup.com/investor-relation/vigil-mechanism.php

http://www.ssiplgroup.com/investor-relation/sexual-harrasment.php

13

RISK MANAGEMENT

In lines with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify

and assess the key risk areas, monitor and report the compliances and effectiveness of the same. A Risk Management

Committee has been constituted to oversee the risk management process in the Company. The committee has

reviewed the major risks which affect the Company from both the external and the internal environment perspective.

Appropriate actions have been taken by the Chief Risk Officer (CRO) of the company to either mitigate, partially

mitigate, transfer or accept the risk and monitor the risk on regular basis. The Company’s internal control system are

commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested

by our Statutory as well as Internal Auditors. Significant audit observation and follow up actions thereon are required

to be reported to the Audit Committee.

DIRECTORS

Board composition and category of Directors

The Company’s policy is to maintain optimum combination of Executive and Non- Executive Directors. The Composition

of Board and category of Directors are as follows:

Category Name of Directors

ExecutivePromoter Directors Rishab Soni, Managing Director

Sunil Taneja, Whole Time Director

Non- Executive Directors Carlton Felix Pereira

Srinath Srinivasan, Nominee Director

Paul Gratien Robine, Nominee Director

Independent Directors Sanjiv Saraf

Rahul Sood

Abhay Soi

14

Women Non- Executive Promoter Director Nikita Susan George

Majority of the Board is non- executive.

Code of Business Conduct & Ethics

The Company has adopted the Code of Conduct for all Board members, Key Managerial personnel and Senior

Managerial personnel of the Company. This Code is posted on the website of the Company. All Board members and

senior management personnel have confirmed compliance to the Code of Conduct. The Code is also displayed on the

Company’s Website at the link http://www.ssiplgroup.com/investor-relation/ model-of-code.php

NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR

Pursuant to Section 134(3) (b) and Secretarial Standard – 1, During the financial year 2017-18, the Board of Directors

of the Company met four (4) times on 23rd June 2017, 14th August 2017, 11th December 2017, and 23rdMarch2018.

The details of the Directors on the Board of your Company for the year 2016-17 are given below:

Composition of the Board

Name of Director Category No. of Board Meetings

Attended

Whether

Attended

last AGM

Mr. Rishab Soni

Managing Director 4/4 Yes

Mr. Sunil Taneja

Whole Time Director 2/4 Yes

Mr. Carlton

FelixPereira

Non- Independent / Non-

Executive Director

4/4 Yes

Mr. Abhay Soi Non-Independent/ Non-

Executive

2/4 Yes

Mr. Rahul Sood Independent / Non-

Executive Director

3/4 Yes

Mr. Raj Vaisoha Independent/ Non-

Executive Director

0/1 No

http://www.ssiplgroup.com/investor-relation/%20model-of-code.php

15

Mr. Sanjiv Saraf Independent/ Non-

Executive Director

2/4 Yes

Mr. Srinath

Srinivasan

Non- Independent / Non-

Executive Director

2/4 No

Ms. Nikita Susan

George

Women & Non-Executive

Director

4/4 Yes

Mr. Paul Gratien

Robine**

Nominee Director 2/2 No

*Ceased w.e.f. 31st July 2017

**appointed w.e.f 14th August 2017

The Independent Directors met on 23rdMarch 2018, without the presence of Non- Independent Directors and members

of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of the Non-

Independent Directors and the Board of Directors as a whole, evaluated the performance of the Chairman of the Board

and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company’s

Management and the Board. All the directors were present at the meeting except Mr. Sanjiv Saraf as he is pre-occupied

with some personal commitments. The Board of Directors expressed their satisfaction with the evaluation process.

Changes in our Board & KMP during the last year

Our Board has undergone the following changes in the last year:

Sr.

No.

Name Designation Date of Appointment/

Cessation

Nature of Change

1 Mr. Raj

Vaisoha

Director July 31, 2017 Cessation from the Directorship w.e.f. July 31, 2017

2. Ms. Paul

Gratien

Robine

Nominee

Director

August 14, 2017 Appointment as Nominee Director w.e.f August 14, 2017

There is the following change in KMPs during the year:-

16

Sr.

No.

Name Designation Date of Approval of board Nature and date of such Changes

1 Mr. Manish Poddar CFO March 23,

2018

Resignation w.e.f. February 28, 2018

The Management has been interviewing various candidates for the position of CFO of the Company, however, till date

no appropriate candidature has been selected for nomination as CFO.

During the year in review, the term in office of Mr. Sanjiv Saraf and Mr. Raj Vaisoha, Independent Directors of the

Company came to an end in July 2017, wherein Mr. Sanjiv Saraf in the EGM held on 17th July 2017 has been

reappointed as Independent Director for a second term of two years effective from the date of Extra-Ordinary General

Meeting. However, Mr. Raj Vaisoha ceased to act as an Independent Director from 31st July 2017.

The board places on record its sincere appreciation for the services rendered by Mr. Raj Vaisoha during his tenure as

Director of the Company.

Mr. Abhay Soi, Non-Executive, Non Independent Director who has submitted a declaration that he meets the criteria

for independence as provided in Section 149(6) of the Companies Act, 2013 and who is eligible for appointment, -

appointed as Independent Director of the Company w.e.f from 18th August 2017 to hold office for a term of two

consecutive years for the term up to the conclusion of the 25th Annual General Meeting of the Company

The term in office of Mr. Rahul Sood Independent Director of the Company came to an end in September 2017 and

were re-appointed as Independent Director for a second term of two years effective from the date of Annual General

Meeting held on 18th September 2017.

Pursuant to the provisions of section 196,197, 198 and 203 of the Companies Act, 2013 read along with Schedule V

of the Act and applicable rules of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(including any statutory modification(s) or re-enactment thereof, for the time being in force) Mr. Sunil Taneja, Whole

Time Director of the Company has been re-appointed for a period of five years commencing from 1st April 2017

,approved by the members of the company in the Extra Ordinary General Meeting held on 11th August 2017.

In accordance with the provisions of Companies Act, 2013, Mr. Sunil Taneja and Mr. Carlton Felix Pereira are the

directors liable to retire by rotation at ensuing Annual General Meeting, and being eligible, offer themselves for

reappointment at the said meeting. The Board has recommended their reappointment. Their brief profiles are provided

in the Notice convening the ensuing 24th Annual General Meeting of the Company

Declaration by Independent Directors

17

Pursuant to Section 134(3) (d) of the Act, all Independent Directors have given declarations that they meet the criteria

of independence as laid down under Section 149(6) of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment of an Independent Director, the Company issues a formal letter of appointment setting out in detail,

the terms of appointment, duties and responsibilities. The company has put in place a system to familiarize the

Independent Director of their roles, rights, responsibilities, nature of industry in which the company operates, business

model of the company and the ongoing events relating to the company. Further, in every quarterly Board meeting, a

detailed review on the various business divisions and major subsidiaries is presented in order to update the Directors

and to ensure their effective participation in the Company’s strategy, business performance, operations, finance,

investor relations, risk management framework, human resources, IT and other related matters. The presentations to

the Board includes update on company’s policies, and quarterly performance report which includes information on

business performance, operations, financial parameters, litigations and compliances.

AUDIT COMMITTEE

Pursuant to Section 177(8) of the Act read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014,

the audit committee (“Audit Committee”) was reconstituted by our Board in its meeting held on March 23, 2018. The

Audit Committee provides direction to the audit function and monitors the quality of internal and statutory audit. The

Audit committee has met four times during the year and the composition of the Audit Committee is as follows:

Sr.

No.

Name of Director Designation No. of meetings

attended

1. Sanjiv Saraf Chairman 1/4

2. Carlton Felix

Pereira

Member 4/4

3. Raj Vaisoha* Member 1/1*

4. Rahul Sood Member 4/4

5. Abhay Soi** Member 0/0**

*ceased as member of Audit Committee from 31st July 2017.

**appointed as member of Audit Committee from 23rd March 2018 Scope and terms of reference: The scope and function of the Audit Committee is in accordance with section 177 of the Companies Act 2013.

COMPLIANCE UNDER SECTION 178 OF THE COMPANIES ACT, 2013

In compliance with Section 178 of the Companies Act, 2013, the Company has a “Nomination and

Remuneration/Compensation (“NRC”) Committee” of the Board consisting of 4 non-executive directors out of which 3

are independent directors.

The scope of the NRC Committee includes, but not limited, reviewing the overall compensation policy, service

agreements, performance incentive and employment conditions of Executive Director(s) and Key Managerial

18

Personnel / Senior Management Personnel & other employees. The recommendations of NRC Committee are

considered and approved by the Board of Directors, subject to the approval of the shareholders, wherever necessary.

The NRC committee has formulated and adopted a Remuneration Policy on the appointment and remuneration of

Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other

matters provided under sub-section (3) of section 178 of the Companies Act 2013.

In reviewing the overall remuneration of the Board of Directors, KMP’s and SMP’s of the Company, the Committee

ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent,

the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the

remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the

Company.

The Nomination, Remuneration and compensation policy of the company is available at Company’s website.

ANNUAL GENERAL MEETING

Pursuant to Secretarial Standard – 2, the Annual general meeting was held on 18th September 2017 during the financial

year from 01st April 2017 to 31st March2018.

STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013.

Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on September 18, 2017, M/s S.N. Dhawan & Co. LLP, were appointed as statutory

auditors of the Company to hold office till the conclusion of the Twenty Eighth Annual General Meeting subject to

ratification by members at each annual general meeting. As required under the provision of Section 139 of the Company

Act, 2013, In this regard, the Company has received a certificate from the auditors to the effect that if they are eligible

to continue the statutory auditors of the Company, it would be in accordance with the provisions of Section 141 of the

Companies Act, 2013.

As reported in Para (vii) (b) of Annexure to Auditors’ Report, the Company has not deposited the dues of sales-tax,

income-tax, local area development tax, Entry Tax and c forms on account of dispute in the normal course of business

and expected to be decided/ settled in due course of time. The explanation of which has already been provided by the

auditors in their report.There are no outstanding statutory dues for more than six months from the date they became

payable as on March 31, 2018.

19

The observations of Auditors are self-explanatory and/ or suitably explained in various notes to the accounts and no

further comments are required from the Board of directors of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies(Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s DMK Associates, a firm of

Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial

Audit Report is annexed herewith as “Annexure D”. The Secretarial Auditors have made a qualification in their Report

for the financial year ended on 31 March, 2018. The qualification and management response to the qualification are

as under:

Observations in Secretarial Auditor’s Report: -

1. The Company was required to appoint Women Director pursuant to section 149(1)

latest by December28, 2016 to fill the vacancy created due to vacation of Ms. Meenu

Bansal on September 29, 2016 of the Companies Act, 2013 & in this regard the

company has received a show cause notice dated May 24, 2017 u/s 149(1) of the Act

from the Ministry of Corporate Affairs for not appointing women Director on time.

However, the Company has appointed Ms. Nikita Susanne George Women Director

on March 24, 2017 in place of Meenu Bansal. However, The Registrar of Companie,

NCT of Delhi &Haryana in the meantime has initiated the prosecution before the

Additional Chief Judicial Magistrate, Delhi against the Company, its Directors &

Officers for violation of section 149 of the Act, 2013. The Company, its Directors &

officers filed the composite application before the Regional Director, Northern Region

u/s 441 of the Act on January 23, 2018 for compounding of violation of section 149.

The Regional Director vide its order dated May 17, 2018 has disposed off the

application upon payment of compounding fee.

2. It is observed that Mr. Manish Poddar, Chief Financial Officer (CFO) of the company

has resigned w.e.f 28.02.2018 and the company has not appointed CFO in place of Mr.

Manish Poddar as per Section 203 of Companies Act, 2013 as on date, however we

were informed that in the next Board Meeting, the company will fill the position of

CFO.

3. The company has re-appointed Mr. Sunil Taneja as the Whole Time Director of the

Company w.e.f. 01.04.2017, however the requisite return with respect to his re-

appointment has not been filed with the Registrar of Companies.

20

Management response:

1. The observation is self-explanatory. The matter has been compounded and disposed off.

2. The Board has appointed a CFO in its meeting held on 21st June 2018.

3. The filing of the form was inadvertently missed. The management shall take due care in future.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review within the meaning of

Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY [SUSTAINABILITY REPORTING]

As per Section 135 of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility

Committee, which comprises of Board members named Ms. Nikita Susan George, Mr. Rishab Soniand Mr. Rahul Sood.

The Committee monitors and oversees various CSR initiatives and activities of the Company. The Company’s CSR

activities are implemented through SSIPL Foundation which was incorporated for the purpose by SSIPL Group.

The CSR Policy of the Company is displayed on the Company’s Website at the link –

http://www.ssiplgroup.com/investor-relation/CSR-policy.php.

A detailed Report on CSR activities is attached to this report as “Annexure-E”.

AWARDS & ACCOLADES

Your Company continues to win awards year-after-year, thus reiterating its credible market position. Some awards

during FY 2018 are:

Brand Lotto won Economic Times- Champions of fitness 2017-18

Brand Levis, DLF Promenade New Delhi- For achieving highest like to like growth 2017

Brand Levis, SSIPL –Best rigor on new initiatives-MSF 2017

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has laid down internal control systems which are aimed at providing assurance on the company’s

effectiveness and efficiency of operations, compliance with laws and regulations, safeguarding of assets and reliability

of financial and management reporting. Company is staffed with experienced and qualified people who play an

important role in designing, implementing, maintaining and monitoring the internal control environment. An internal

http://www.ssiplgroup.com/investor-relation/CSR-policy.php

21

audit team performs periodic internal audits to provide reasonable assurance over internal control effectiveness and

advice on industry wide best practices.

In opinion of Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were operating effectively

as at 31st March 2018 , based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

(A) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION&SUSTAINABLE DEVELOPMENT

We strongly believe in conducting our business in an environmentally sustainable manner. Since the operations

of the company are energy intensive and all the production stages consume electricity, therefore, we have set-up

a Rooftop Solar PV Project of 1 MWp capacity in our plant located at 75, Sersa Road, Kundli, Sonipat in the state

of Haryana against connected load of 1.5 MWp. IN FY 2016-2017.It was a major initiative towards energy

conservation, green energy etc. and the Company is enjoying immense benefits out of this project by conserving

energy and huge savings in power costs.

Besides the above, the other ways of energy conservation and sustainable development have been stated as

below:

1. All maintenance personnel and Store managers were made aware about energy consumption of their store as

per the connected load. Based on the connected load and operating hours, budgeted energy consumption is given

to each stores and practice of taking daily logs and cross-checking the daily consumption with the budgeted units

is adopted. This helps in curbing the unwanted consumption.

2. Eliminated the unwanted night consumption and restricted usage of the night lighting during night work.

3. The factory is designed in such a way that natural light comes into the production area and the factory is fitted

with energy saving lighting systems. Lights are kept off during tea and lunch breaks and on unused production

lines

4. The machinery installed at the factory is also technologically advanced and helps in reducing the consumption of

power.

5. Incandescent Bulbs were being replaced with CFL and LED lights that led to less energy consumption and also

save money.

22

6. At around 365 lac litre of water is being reuse after reprocessing of Domestic and industrial waste water for

gardening.

TECHNOLOGY ABSORBPSION

1) We have started midsole degreasing through conveyer system shifting from conventional method of drum washing.

2) Rubber degreasing installed.

3) Expansion of computerized stitching is continuous part of manufacturing business.

4) Trials for large & small concept of IP compounding successfully done.

(B) FOREIGN EXCHANGE EARNING AND OUTGO

(I) Outgo

(Rs)

Particulars FY 2017-18 FY 2016-17

Traveling 158,149 629,365

Purchases including capital goods (CIF

value) 437,585,433

504,052,124

Interest on foreign currency loan 56,719 424,189

Professional fees 2,573,342 614,910

Testing and development 16,121 219,135

440,389,764 505,939,723

(II)Earnings

There is 9,235,197/- foreign earning during the Financial Year ended on 31stMarch 2018.

OCCUPATIONAL HEALTH AND SAFETY (OHS)

Occupational Health and Safety (OHS) is an area concerned with the safety, health and welfare of people engaged in

work or employment. Good OHS practices can also reduce employee injury and illness related costs, including medical

care, sick leave and disability benefit costs and creates more productive work environment.

Company takes adequate care of the occupational safety and organizes from time to time various health and safety

programmes and also maintains a safe and healthy work environment. In addition, company has observed Road Safety

Week educating its employees of the road safety rules. The company has also conducted general safety program, fire

safety program, fire drills etc. to take care of the safety of employees. The company conducts audits of process, facility

23

based on international standards. Company also drives various improvement projects related to carbon dioxide

reduction, pollution control, water and energy conservation

Another important benefit of implementing OHS are as follows:-

a safe and healthy work environment enhanced self-esteem, reduced stress, improved morale, increased job

satisfaction & improved sense of well-being

Good health and safety measures mean that staff can do their work more easily and safely.

a safe and healthy workplace enhance company credentials and gives it an edge over its competitors

a safe and healthy workplace help in establishes positive community relations

ACKNOWLEDGEMENT

The Directors are thankful to all the shareholders, Principals, customers, suppliers, Investors, bankers and all other

business associates and various departments of Central Government and State Government for the incessant support

provided by them to the Company and their confidence in its management. Your Director also wish to place on record

their sincere appreciation for the devotion and dedicated efforts put in by the employees at all levels.

For SSIPL RETAIL LIMITED

Sd/- Sd/-

Rishab Soni Sunil Taneja

Managing Director Whole Time Director

Place: New Delhi (DIN: 00035576) (DIN- 00035716)

Date:21.06.2018 Add: 50-A, Friends Colony East, Add: 220, Sector - A, Zone- B,

New Delhi, 110065 Mancheswar Industrial Estate,

Bhubaneswar, 751010, Orissa

24

ANNEXURE- “A” – EXTRACTS O4F THE

ANNUAL RETURN

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &

Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

I CIN U74899DL1994PLC061971

Ii Registration Date 5thOctober 1994

Iii Name of the Company SSIPL RETAIL LIMITED

Iv Category Company limited by shares

V Sub-category of the Company Indian Non-Government Company

Vi

Address of the Registered office

& contact details

B1/F4, Mohan Co-operative Industrial Area,

Main Mathura Road, New Delhi, Delhi-110044

Vii Whether listed company No

Viii Name, Address & contact details of the Registrar &

Transfer Agent, if any.

KARVY COMPUTERSHARE PRIVATE

LIMITED

Karvy Selenium Tower- B. Plot No. 31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad- 500032, Telangana,

Tel: +91-40-44655000

Fax: +91-40-23431551

Email Add: [email protected]

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No Name & Description of main products/services NIC Code of the

Product /service

% to total turnover

of the company

1 Manufacturing of sports footwear 15202 37%

2 Retailing of sports footwear 47713 38%

3 Retailing of apparels 47190 25%

25

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

(i) CATEGORY-WISE SHAREHOLDING

Category of

Shareholder

s

No. of Shares held at the beginning of the

year (i.e. 01.04.2017)

No. of Shares held at the end of the year

(i.e. 31.03.2018)

%

chang

e

during

the

year

Demat Physical Total

% of

Total

Shares

Demat Physic

al Total

% of

Total

Shares

A. Promoters

(1) Indian

a)

Individual/HU

F

4,128,947 - 4,128,947 41.15% 4,159,738 - 4,159,738 41.47% 0.32%

b) Central

Govt. or - - - - - - - - -

State Govt.

c) Bodies

Corporates 501,007 - 501,007 5.00% 501,007 - 501,007 5.00% 0.01%

d) Bank/FI - - - - - - - - -

e) Any other - - - - - - - - -

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl

No

Name & Address

of the Company

CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% OF

SHARES

HELD

APPLICABLE

SECTION

1

SSIPL Lifestyle

Private Limited

U85190DL2007PT

C166053

Wholly Owned subsidiary

company 100% 2(87)

2

Shubh Footwear

Products Private

Limited

U19201DL2005PT

C139864

Step-Down Subsidiary

Company 50.25% 2(87)

26

SUB

TOTAL:(A)

(1)

4,629,954 4,629,954 46.15% 4,660,745 4,660,745 46.47% 0.32%

(2) Foreign

a) NRI-

Individuals - 0.00% -

b) Other

Individuals - - - - - - - - -

c) Bodies

Corp. - - - - - - - - -

d) Banks/FI - - - - - - - - -

e) Any

other…(Forei

gn FVCI)

- -

- -

SUB TOTAL

(A) (2) - - - 0.00% - - -

- -

Total

Shareholdin

g of

Promoter 4,629,954 4,629,954 46.15% 4,660,745 4,660,745 46.47% 0.32%

(A)=

(A)(1)+(A)(2)

B. PUBLIC

SHAREHOL

DING

(1)

Institutions

a) Mutual

Funds - - - - - - - - -

b) Banks/FI - - - - - - - - -

C) Central

govt - - - - - - - - -

d) State Govt. - - - - - - - - -

27

e) Venture

Capital Fund 1,760,491 - 1,760,491 17.55% 1,760,491 - 1,760,491 17.55% 0.00%

f) Insurance

Companies - - - - - - - - -

g) FIIS - - - - 1,409,902 - 1,409,902 14.05% 14.05

%

h) Foreign

Venture 1,588,368 - 1,588,368 15.83% 1,588,368 - 1,588,368 15.83% 0.00%

Capital

Funds

i) Others

(specify) - - - - - - - - -

SUB TOTAL

(B)(1): 3,348,859 - 3,348,859 33.38% 4,758,761 - 4,758,761 47.44%

14.06

%

(2) Non

Institutions

a) Bodies

corporates 779,923 - 779,923 7.77% 609197 - 609197 6.07% -1.7%

i) Indian

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual

shareholders

holding

nominal share

capital upto

Rs.1 lakhs

111,453 8,407 119,860 1.32% 500 - 500 0.005% -1.32%

ii) Individuals

shareholders

holding

nominal share

capital in

excess of Rs.

1 lakhs

1,150,607 - 1,150,607 11.52% - - - - -

c) Others

(specify) NRI 2,383 - 2383 0.02 % 2,383 - 2383 0.02 % 0.00%

28

SUB TOTAL

(B)(2): 2,044,366 8407 2,052,773 20.64 612,080 612,080 6.10%

14.54

%

Total Public

Shareholdin

g 5,393,225 8,407 5,401,632 54.03 5,370,841 5,370,841 53.54 -0.49%

(B)=

(B)(1)+(B)(2)

C. Shares

held by

Custodian

for - - - - - - - - -

GDRs &

ADRs

Grand Total

(A+B+C)

10,023,17

9 8,407

10,031,58

6

100.00

% 10,031,586

10,031,58

6

100.00

% -

ii) SHAREHOLDING OF PROMOTERS

S.

No.

Shareholders

Name

Shareholding at the

beginning of the year

Shareholding at the

end of the year

% change

in share

holding

during the

year

No of

shares

% of

total

shares

of the

compan

y

% of

shares

pledged

encumb

ered to

total

shares

No of

shares

% of total

shares

of the

company

% of

shares

pledged

encumb

ered to

total

shares

1 Rishab Soni 1528259 15.23% - 1531759 15.27% - 0.04%

2 Sunil Taneja 651151 6.49% - 651151 6.49% - Nil

3 Amit Mathur 781378 7.79% - 781378 7.79% - Nil

4 Kabir Taneja 290875 2.90% - 290875 2.90% - Nil

Total 3251663 32.41% - 3255163 32.45% - 0.04%

29

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

Sl.

No

Name of the

promoter

Shareholding at the


Date wise change in shareholding Shareholding at the

end of the year

No. of

shares

% of total

shares of

the

company

Date of event Nature

of event

No of

shares

No. of

shares

% of total

shares of

the

company

1 Rishab Soni 1528259 15.23% 1. 11/05/2017

2.29/05/2017

Purchas

e

Purchas

e

500

3000

1531759 15.27%

2 Sunil Taneja 651151 6.49% - - - 651151 6.49%

3 Amit Mathur 781378 7.79% - - - 781378 7.79%

4 Kabir Taneja 290875 2.90% - - - 290875 2.90%

Total 3207104 31.97%

3500 3255163 32.45%

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS &

HOLDERS OF GDRS & ADRS)

Sl.

No

For Each of the Top

10 Shareholders

Shareholding at

the beginning of

the year

Date wise change in

shareholding

Shareholding at the

end of the year

Date of

separati

on, if

separat

ed

during

the year

No. of

shares

% of

total

shares

of the

compa

ny

Date of

event

Natur

e of

event

No of

shares

No. of

shares

% of

total

shares

of the

compa

ny

30

1 Oman India Joint

Investment Fund

1760491 17.55% - - - 1760491 17.55% -

2 Tano Mauritius India

FVCI

1588368 15.83% - - - 1588368 15.83% -

3 TR Capital III Mauritius - - 1.

10.07.20

17

2.

11.07.20

17

3.

12.07.20

17

4.

13.07.20

17

5.

18.07.20

17

6.

21.07.20

17

Purch

ase

Purch

ase

Purch

ase

Purch

ase

Purch

ase

Purch

ase

57827

785598

351060

16660

183192

15565

1409902 14.05%

4 Future Lifestyle

Fashions Limited

609197 6.07% - - - 609197 6.07% -

5 Trishul Tread Pvt. Ltd. 431043 4.30% - - - 431043 4.30% -

6 Nandita Soni 301990 3.01% 1.

15.05.20

17

2.

15.05.20

17

Purch

ase

Purch

ase

9500

9884

329281 3.28% -

31

3.

5.06.201

7

Purch

ase

7907

7 Kabir Sunil Taneja 290875 2.90% - - - 290875 2.90%

8 Divya Kashyap 245829 2.45% - - - 245829 2.45% -

9 Himmaj Soni 126545 1.26% - - - 126545 1.26%

10 KNS Trading Private

Private

69964 0.70% - - - 69964 0.70%

(v) SHAREHOLDING OF DIRECTORS & KMP

Sl.

No

For Each of the

Directors & KMP

Shareholding at the


Date wise change in

shareholding

Shareholding at the end

of the year

No. of

shares

% of

total

shares

of the

compan

y

Date of

event

Nature

of event

No of

shares

No. of

shares

% of total

shares of

the

company

1 Rishab Soni 1528259 15.23% 1.

11/05/201

7

2.29/05/2

017

Purchas

e

Purchas

e

500

3000

1531759 15.27%

2 Sunil Taneja 651151 6.49% - - - 651151 6.49%

3 Nikita Susan

George

44119 0.44% - - - 44119 0.44%

4 Abhay Soi 130489 1.30% 15.05.201

7

Transfer 130489 - -

5 Kanika Verma 5270 0.05% 25.09.201

7

Transfer 5270 - -

32

Total 3096547 30.86% 2964288 29.55%

*rest of the directors and KMP’s do not hold any share of the company.

V.INDEBTEDNESS

Indebtedness of the Company including

interest outstanding/accrued but not due for

payment

Secured Loans

excluding

deposits

Unsec

ured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial

year

i) Principal Amount

986,194,036

65,094,041

1,051,288,077

ii) Interest due but not paid

0

0

iii) Interest accrued but not due

5037651

5037651

Total (i+ ii+ iii)

991,231,687

65,094,041

1,056,325,728

Change in Indebtedness during the financial

year

Additions

Reduction

Net Change 14,40,53,186

(10,859,324 ) 13,31,93,862

Indebtedness at the end of the financial year

i) Principal Amount 113,28,61,077 54,234,717 118,70,95,793

ii) Interest due but not paid - - -

iii) Interest accrued but not due 2,423,797 - 2,423,797

33

Total (i+ii+iii)

113,52,84,873 - 54,234,717 118,95,19,590

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

1 Gross salary Rishab Soni Sunil Taneja

(a) Salary as per provisions contained

in section 17(1) of the Income Tax.

1961.

18,712,811 4,853,227 23,566,038

(b) Value of perquisites u/s 17(2) of the

Income tax Act, 1961

6,108,980 0 6,108,980

(c ) Profits in lieu of salary under

section 17(3) of the Income Tax Act,

1961

0 0 0

2 Stock option 0 0 0

3 Sweat Equity 0 0 0

4 Commission as % of profit 0 0 0

others (specify) 0 0 0

5 Others, please specify 0 0 0

Total (A) 24,821,791 4,853,227 29,675,018

B. Remuneration to other directors:

Sl.

no.

Particulars of

Remuneration

Name of Directors Total Amount

1 Independent Directors Sanjiv

Saraf

Raj K

Vaisoha

Rahul Sood

Fee for attending board

committee meetings

50,000

- 75,000 - 125,000

Commission - - - - -

Others, please specify - - - - -

Total (1)

50,000

- 75,000 - 125,000

34

2 Other Non-Executive

Directors

Abhay Soi Srinath

Srinivasan

Paul

Robine

Carlton Felix

Pereira

Total

Fee for attending board

committee meetings

50,000 50,000 25,000 100,000 225,000

Commission - - - -

Others, please specify - - - -

Total (2) 50,000 50,000 25,000 100,000 225,000

Total (B)=(1+2)

100,000

50,000 125,000

100,000

350,000

C. Remuneration to Key Managerial Personnel other than MD/ Manager/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel

1 Gross Salary CEO Company

Secretary

CFO Total

(a) Salary as per provisions

contained in section 17(1) of the

Income Tax Act, 1961.

-

4,388,583 7,340,677* 11,729,260

(b) Value of perquisites u/s 17(2) of

the Income Tax Act, 1961 - - - -

(c ) Profits in lieu of salary under

section 17(3) of the Income Tax

Act, 1961

- - - -

2 Stock Option - - -

3 Sweat Equity - - - -

4 Commission as % of profit - - - -

others, specify - - - -

5 Others, please specify - - - -

Total

4,388,583 7,340,677* 11,729,260

*Mr. Manish Poddar, CFO of the Company resigned from the position on January 28, 2018.

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NONE

35

Type Sectio

n of

the

Compa

nies

Act

Brief

Descriptio

n

Details of

Penalty/Punishment/Compoundi

ng fees imposed

Authority

(RD/NCLT/Court)

Appeal

l made

if any

(give

details)

A. COMPANY

Penalty

Punishment NONE

Compounding

B. DIRECTORS

Penalty

Punishment NONE

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment NONE

Compounding





36

Date: 21.06.2018 Add: 50-A, Friends Colony

East, New Delhi, 110065

Add: 220, Sector - A, Zone- B,

Mancheswar Industrial Estate,


37

ANNEXURE- “B” –

FORM NO. AOC- 2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions

under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis: There were no contracts

or arrangements or transactions entered in to during the year ended March 31, 2018, which were not at arm's

length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm's length basis for the year ended March

31, 2018 are as follows:-

(in lacs)

(1) (2) (3) (4) (5)

S.

No

Name(s) of the

related party

and nature of

relationship

Salient features of the

agreement

Nature of

contracts/

arrangements/

transactions

Date(s) of

approval by

the Board, if

any:

Amount paid as

advances, if any, for

the first quarter of FY

2017-18

1 Ridhi

Enterprises

Nature of

relationship: firm

controlled by

relative of Mr.

Rishab Soni

The Second party to act as a

store management agent for

sale of the products from its

outlet. The first party shall be

liable to pay a commission on

the sale value of products in

terms of the Agreement.

The term of agreement is 9

years.

The commission amount

is 5% on actual sale or

MG of Rs. 8.76 lac

whichever is higher.

Store

Management

Agreement

22nd June

2017

1.49

38

2 Rent paid to Mr.

Kabir Taneja and

Ms. Alka Taneja

Nature of

relationship: Mr.

Kabir Taneja is

Promoter and

Ms. Alka Taneja

is relative of

Promoter

Commercial arrangement is

made between the parties for

the use of property and terms

and conditions are fixed by

them regarding the rent and

various other.

Rent Agreement 22nd June

2017

2.70

3 M/S Shree

Shoes

The projected transaction

value will not be more than

Rs. 150 crores in this year.

Product

Purchase & Sale

Agreement

22nd June

2017

2,096.45

4. M/s Shree

Shoes

Rent agreement in regard to

the premises owned by the

company located at

Bangaran, Paonta Sahib,

Himachal Pradesh at an

agreed rent of Rs. 125,000/-

per month.

Rent Agreement 22nd June

2017

4.31


Sd/-

Sd/-




Date:21.06.2018 Add: 50-A, Friends

Colony East, New

Delhi, 110065

Add: 220, Sector - A, Zone-

B, Mancheswar Industrial

Estate, Bhubaneswar,

751010, Orissa

39

ANNEXURE- “C” – PARTICULARS OF EMPLOYEES

The information required pertaining to employees pursuant to Provisions of Section 197 (12) of the Companies Act,

2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 has been produced below:-

S.No Name, Age &

Designation

Nature of

Employment &

Date of

commencement

of employment

Qualification, Experience

& last employment

Percentage

of shares

held in the

Company

as on 31st

March 2018

Whether

related to any

other Director

or manager of

the Company

Remuneration (per

annum)

1 Rishab Soni,

45 years,

Managing Director

Permanent,

April 25, 2006

He holds a diploma in

footwear designing from

ArsSutoria Institute of

Design and Development,

Milan, Italy. He has 21 years

of experience in

manufacturing, licensing,

distribution of footwear and

retailing of branded

merchandise.

He has no previous

associations prior to joining

our company.

15.27% No (a) Salary as per

provisions contained in

section 17(1) of the

Income Tax. 1961–

Rs.18,712,811/-

(b) Value of perquisites

u/s 17(2) of the Income

tax Act, 1961 –Rs.

6,108,980/-

2 Atul Madan,

42 years,

President- SSIPL

Group

Permanent,

January 1, 2011

He holds a Diploma in

Business Management

from Institute of

Management Technology

(“IMT”), Ghaziabad. He has

16 years of experience in

field of sales, operations

and key accounts

management in service

industry.

Earlier, he was associated

with our Company since

November 1, 2009 as a

NIL No (a) Salary as per

provisions contained in

section 17(1) of the

Income Tax. 1961–

Rs. 8,460,998/-

(b) Value of perquisites

u/s 17(2) of the Income

tax Act, 1961 – – Nil

40

The remuneration does not include the provisions made for gratuity and leave benefits, as they are determined

on the basis of actuary of the company as a whole.


Sd/-

Sd/-









consultant for purpose of

supporting SSIPL Retail

business. He is also

associated with Mystique

Logistics Private Limited in

the capacity of a director

since 2006.

41

ANNEXURE- “D”

DRAFT -Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members,

SSIPL Retail Limited

B-1/F 4 Mohan Cooperative Industrial Area,

Main Mathura Road,

New Delhi-110 044

We have conducted the secretarial audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by SSIPL Retail Limited (hereinafter called the

company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed

and other records maintained by the company and also the information provided by the Company,

its officers, agents and authorized representatives during the conduct of secretarial audit, We

hereby report that in our opinion, the company has, during the audit period covering the financial

year ended on March 31, 2018 (Audit Period) complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance-mechanism in

place to the extent, in the manner and subject to the reporting made hereinafter along with

Annexure-1 attached to this report :-

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on March 31, 2018 according to the

provisions of:

a) The Companies Act, 2013 (the Act) and the rules made thereunder;

b) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (Not

applicable to the Company during the Audit Period)

42

c) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

d) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

to the extent of Foreign Direct Investment(FDI), Overseas Direct Investment(OD) and

External Commercial Borrowings(ECB); (No fresh FDI, ODI and ECB was taken by

the company during the Audit Period);

e) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’):-

I. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (Not applicable to the Company during the Audit

Period);

II. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015; (Not applicable to the Company during the Audit Period);

III. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; (Not applicable to the company)

IV. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014; (Not applicable to the company)

V. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008; (Not applicable to the Company during the Audit Period);

VI. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not

applicable to the Company during the Audit Period);

VII. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009; and (Not applicable to the Company during the Audit Period);

VIII. The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998; (Not applicable to the Company during the Audit Period);

(v) OTHER LAWS SPECIFICALLY APPLICABLE TO THE COMPANY AS

IDENTIFIED BY THE MANAGEMNT

a. The Payment of Wages Act, 1936 and rules made thereunder,

43

b. The Factories Act, 1948 and rules made thereunder,

c. The Minimum Wages Act, 1948 and the rules made thereunder,

d. The Employees’ State Insurance Act, 1948 and rules made thereunder,

e. The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and the

rules made thereunder,

f. The Payment of Bonus Act, 1965 and rules made thereunder,

g. The Payment of Gratuity Act, 1972 and rules made thereunder,

h. The Apprentice Act, 1961 and ruled made thereunder,

i. The Industrial Dispute Act, 1947 and rules made thereunder,

j. Equal Remuneration Act, 1976 and rules made thereunder,

k. The Employees Compensation Act, 1923 and rules made thereunder,

l. The Maternity Benefit Act, 1961 and rules made thereunder,

m. The Industrial Employment (Standing Orders), 1946,

n. The Punjab Industrial Establishment (National & Festival Holidays & Casual and

Sick Leave) Act, 1965,

o. UP Industrial Establishments (National Holidays) Act, 1961 & rules made

thereunder,

p. HP Industrial Establishments (National & Festival Holidays & Casual & Sick

Leave) Act, 1969 and rules made thereunder,

q. State Shop & Establishment Act & rules made thereunder,

44

r. State Tax on Professionals, Trade, Callings & Employment Act, 1975 and rules

made thereunder,

s. Profession Tax Act and rules made thereunder,

t. Transfer of Property Act, 1882 and rules made thereunder,

u. Registration Act, 1908 and rules made thereunder,

v. Indian Stamp Act, 1899 and rules made thereunder,

w. The Air (Prevention and Control of Pollution) Act, 1981 and rules made thereunder,

x. The Water (Prevention and Control of Pollution) Act, 1974 and rules made

thereunder,

y. Hazardous Waste (Management and Handling) Rules, 1989 and Amendment Rules,

2003,

z. The Environment Protection Act, 1986 and Rules made thereunder,

aa. Legal Metrology Act, 2009 and Legal Metrology (Packaged Commodity) Rules,

2011,

bb. Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 and rules made thereunder.

cc. Further the Company has obtained material licenses and certificates required under

various laws for the operation of retail stores and as on March 31, 2018 the

company had 144 retail stores.

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India.

b. The Listing Agreements entered into by the Company with Stock Exchange(s), if

applicable; (Not applicable to the Company during the Audit Period)

45

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guideline, Standards etc. mentioned above subject to the following observations;

The Company was required to appoint Women Director pursuant to section 149(1)

latest by December28, 2016 to fill the vacancy created due to vacation of Ms. Meenu

Bansal on September 29, 2016 of the Companies Act, 2013 & in this regard the

company has received a show cause notice dated May 24, 2017 u/s 149(1) of the Act

from the Ministry of Corporate Affairs for not appointing women Director on time.

However, the Company has appointed Ms. Nikita Susanne George Women Director on

March 24, 2017 in place of Meenu Bansal. However, The Registrar of Companies,

NCT of Delhi & Haryana in the meantime has initiated the prosecution before the

Additional Chief Judicial Magistrate, Delhi against the Company, its Directors&

Officers for violation of section 149 of the Act, 2013. The Company, its Directors &

officers filed the composite application before the Regional Director, Northern Region

u/s 441 of the Act on January 23, 2018 for compounding of violation of section 149.

The Regional Director vide its order dated May 17, 2018 has disposed off the

application upon payment of compounding fee.

It is observed that Mr. Manish Poddar, Chief Financial Officer (CFO) of the company

has resigned w.e.f 28.02.2018 and the company has not appointed CFO in place of Mr.

Manish Poddar as per Section 203 of Companies Act, 2013 as on date, however we

were informed that in the next Board Meeting, the company will fill the position of

CFO.

One of the forms MR-1 has not been filed with the Registrar of Companies.

Based on the information received and records maintained, we further report that

1. The Board of Directors of the Company is duly constituted with proper balance of

Executive, Non-Executive, Women and Independent Directors. The changes in the

composition of the Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act except the observations made

above.

2. Adequate notice of at least seven days was given to all directors to schedule the Board

Meetings along with agenda and detailed notes on agenda and a system exists for seeking

and obtaining further information and clarifications on the agenda items before the meeting

and for meaningful participation at the meeting. During the audit period four board

meetings were held in compliance with the Act.

46

3. Majority decision is carried through and recorded in the minutes of the Meetings. Further

as informed, no dissent was given by any director in respect of resolutions passed in the

board and committee meetings.

Based on the compliance mechanism established by the company and on the basis of the

Compliance Report(s) made by Ms. Kanika Verma, Company Secretary and VP-Legal &

Compliance and taken on record by the Board of Directors at their meeting (s), we further report

that;

There are adequate systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules,

regulations and guidelines.

We further report that during the audit period the company has not incurred any specific event /

action that can have major bearing on the company’s affairs in pursuance of above referred laws,

rules, regulations; guidelines, standards etc.

For DMK ASSOCIATES

COMPANY SECRETARIES

(DEEPAK KUKREJA)

FCS, LL.B, ACIS (UK)

PARTNER

FCS 4140

C P 8265

Date:

Place: New Delhi

47

ANNEXURE 1 To, The Members,

M/s SSIPL Retail Limited


Main Mathura Road,

New Delhi-110 044

Sub: Our Secretarial Audit for the Financial Year ended March 31, 2018 of even

date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our Audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial records. We

believe that the processes and practices, we followed provide a reasonable basis our

opinion.

3. We have not verified the correctness and appropriateness of financial records and Books

of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the

compliance of laws, rules, and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of the management. Our examination was

limited to the verification of the procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has conducted

the affairs of the Company.

For DMK ASSOCIATES

COMPANY SECRETARIES

(DEEPAK KUKREJA)


48

PARTNER

FCS 4140

C P 8265

Date:

Place: New Delhi

ANNEXURE 1 To, The Members,

M/s SSIPL Retail Limited


Main Mathura Road,

New Delhi-110 044

Sub: Our Secretarial Audit for the Financial Year ended March 31, 2018 of even

date is to be read along with this letter

7. Maintenance of secretarial record is the responsibility of the management of the Company.

Our responsibility is to express an opinion on these secretarial records based on our Audit.

8. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. We believe that the

processes and practices, we followed provide a reasonable basis our opinion.

9. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the Company.

49

10. Where ever required, we have obtained the Management representation about the compliance

of laws, rules, and regulations and happening of events etc.

11. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the

verification of the procedures on test basis.

12. The Secretarial Audit report is neither an assurance as to the future viability of the Company

nor of the efficacy or effectiveness with which the management has conducted the affairs of

the Company.

For DMK ASSOCIATES

COMPANY SECRETARIES

Sd/-

(DEEPAK KUKREJA)


PARTNER

FCS 4140

C P 8265

Date: 21.06.2018

Place: New Delhi

ANNEXURE “E” – ANNUAL REPORT ON CSR ACTIVITIES

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate

Social Responsibility) Rules, 2014]

1. A brief outline of the Company’s CSR Policy including purview of projects and programmes proposed to be

undertaken:

The CSR Policy of the Company is placed on the Company’s website (http://www.ssiplgroup.com/investor-

relation/CSR-policy.php )

2. Composition of the CSR Committee:

- Ms. Nikita Susan George (Director)

- Mr. Rishab Soni (Managing Director)

- Mr. Rahul Sood (Independent Director)



50

3. Average net profit of the company in the last three financial years: Rs. 18.11Crores

4. Prescribed CSR expenditure (2% of the amount stated above): Rs. 36.22lacs

5. Details of the CSR spend for the financial year:-

- Total amount spent during the financial year:- Rs. 48.04 lacs

- Amount unspent, if any- NIL

- Manner in which the amount spent during the financial year is detailed below:

(Rs. in Lacs)

(1) (2) (3) (4) (5) (6) (7)

S.

No

CSR project or

activity

identified

Sector

in

which

the

Project

is covered

Projects or

programs

where

projects or

programs

was

undertaken

Amount

outlay

(budget)

project or

programs

wise

Amount spent

on the

projects or

programs

Sub – heads:

(1) Direct

expenditure

on projects or

programs

(2)

[Overheads-

nil]

Amount spent

: Direct or

through

implementing

agency*

(Rs. in

Lacs)

(Rs. in Lacs) (Rs. in Lacs)

1 Palliative

Cancer Care,

Heart surgery

support and

various other

surgeries for

children and

major health

issues, Health

camps,

provision for

quality

healthcare,

upliftment for

under privilege

Promoting

healthcare

including

preventive

healthcare

Delhi NCR

15 14.16 14.16

`

51

section of the

society,

2 Educational,

Tuition Support

to under

privilege

children and

differently abled

children ,

Educational aid

to Govt.

Schools,

educational and

infrastructural

upliftment of

Govt. Primary

Schools,

Promotion of

art, culture &

language.

Promoting

education,

including special

education &

employment

enhancing

vocational skills

especially among

children,

differently abled

Delhi NCR,

Haryana,

Bhagani-HP

4.50 3.49 3.49

3. Support to old

age homes by

adopting 15

persons and

Ashrams by

providing

electricity bills

and providing

cow fodder,

support to

Schools run by

NGO’s for the

Measures for

reducing

inequalities faced

by socially &

economically

backward groups

and Rural

Development

Delhi NCR,

Uttarakhand,

10.22 10.73 10.73

52

*details of implementing agency.- All above activities have been carried out by SSIPL Foundation, a Section 8

Company formed by SSIPL Group by supporting various NGO’s including Pall Can Care, Heart Care Foundation of

India, Shri NiwasSewarth Nyasa, Guru VishramVridhashram, Shraddhanand Sewa Sangh, Project Sagroli Sunrise,

Rekhta Foundation, Ibaadat Foundation and DCCW, for the purpose of achieving CSR. Ms. GitanjaliBhalla, CSR-

Manager of the company is responsible in expenditure incurred for promotion of health care including preventive health

care.

The CSR Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of

formulating and transparently monitoring implementation of projects in terms of ‘Corporate Social Responsibility Policy’

and Schedule VII of Companies Act, 2013. The Committee’s constitution and terms of reference is in lines with the

poor and under

privilege

section of the

society, support

in organizing

various cultural

events for

social

awareness

4. Promotion &

Sponsoring of

sports events at

schools and at

district and

national level

and providing

support to

athletes and

training young

children and

helping them to

become

athletes

To promote and

encouragement of

various sports

activities and to

support athletics

National &

International

level

4.00 4.20 4.20

5 In kind

donations

2.50

15.46 15.46

TOTAL 36.22 48.04 48.04

53

requirements of the Companies Act, 2013. The CSR committee of the company works in close cooperation with the

Implementation team, the members of which pay periodical visits to the partner NGO’s and also the new NGO’s in

order to assess the working of the NGO and to identify new proposals for the consideration of the CSR committee. The

CSR committee evaluates the proposal and approves the same of found fit and thereafter directs the Board of SSIPL

Foundation to implement the CSR initiative.


Sd/-

Sd/-









54

ANNEXURE- “F” – FORM AOC-1

(pursuant to the first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts)

Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/

Associate companies/ joint ventures

Part “A”: Subsidiaries

(Rs. In lacs)

1 Name of the subsidiary SSIPL Lifestyle Private

Limited

Shubh Footwear

Products Private

Limited

Shree Shoes

1

Reporting period for the

subsidiary concerned, if

different from the holding

company’s reporting period

Same Same Same

2

Reporting currency and

Exchange rate as on the last

date of the relevant Financial

year in the case of foreign

subsidiaries.

N.A. N.A. N.A

3 Share capital/ Partner Capital 933.35 1.99 580.26

4 Reserves & surplus 3103.94 24.23 56.87

5 Total assets 23,931.65 563.57 3,785.48

6 Total Liabilities 19,894.36 537.35 3,148.35

7 Investments Nil Nil Nil

8 Turnover 32,351.96 275.89 8,909.45

9 Profit before taxation 333.52 25.78 74.92

10 Provision for taxation 110.27 6.17 18.05

11 Profit after taxation 223.25 19.61 56.87

12 Proposed Dividend Nil Nil Nil

13

% of shareholding

100% SSIPL

Lifestyle:50.25%

Others: 49.75%

99%

55

The following information shall be furnished:-

1. Names of subsidiaries which are yet to commence operations: N.A.

2. Names of subsidiaries which have been liquidated or sold during the year. N.A.

Part “B”: Associates and Joint Ventures

S.No. Name of Associates/Joint Ventures

1 Latest audited Balance Sheet Date

2 Shares of Associate/Joint Ventures held by the

company on the year end

No.

Amount of Investment in Associates/Joint Venture

Extend of Holding %

3 Description of how there is significant influence

4 Reason why the associate/joint venture is not

Consolidated

6 Networth attributable to Shareholding as per latest audited Balance

Sheet

7 Profit / Loss for the year

i. Considered in Consolidation

ii. Not Considered in Consolidation

56

The following information shall be furnished:-

1. Names of associates which are yet to commence operations: N.A.

2. Names of associates which have been liquidated or sold during the year. N.A.


Sd/- Sd/-




Date:21.06.2018 Add: 50-A, Friends Colony





Sd/-

Kanika Verma

Company Secretary

Membership No. F5780

Add: A-99, Yojana Vihar,

Delhi- 110092

DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION AND …CONSOLIDATED FINANCIALS In accordance with...

Documents

Transcript of DIRECTOR’S REPORT AND MANAGEMENT DISCUSSION AND …CONSOLIDATED FINANCIALS In accordance with...